SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Hanover Capital Mortgage Holdings, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
410761100
(CUSIP Number)
Daniel K. Osborne
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite, 1800
Los Angeles, California 90017
(213) 244-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 2000
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
CUSIP No. 410761100 13 D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Apex Mortgage Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH
REPORTING PERSON
10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 410761100 13 D Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The TCW Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 167,000
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH
REPORTING PERSON
10 SHARED DISPOSITIVE POWER
WITH 167,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
HC, CO
<PAGE>
CUSIP No. 410761100 13 D Page 4 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert A. Day
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
167,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
167,000
EACH
REPORTING PERSON
10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
IN, HC
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
Reference is made to the Schedule 13D originally filed on March
22, 2000 by Apex Mortgage Capital, Inc., a Maryland corporation
("AXM"), The TCW Group, Inc., a Nevada corporation ("TCWG"), and
Robert A. Day, an individual (collectively, the "Reporting
Persons"), with respect to the Common Stock, $.01 par value per
share ("Common Stock"), of Hanover Capital Mortgage Holdings,
Inc. (the "Issuer").
ITEM 4. PURPOSE OF TRANSACTIONS
As of the date of this Statement, except as set forth below, none
of the Reporting Persons has any present plan or intention which
would result in or relate to any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons acquired the shares of Common Stock covered
by this Statement for investment purposes. Each of them and the
other entities and individuals referred to herein reserves full
discretion to make its or his own investment decisions with
respect to the Common Stock owned directly or beneficially by it
or him from time to time, including, but not limited to, the
timing and amount of purchases and the timing and amount of
dispositions of shares of Common Stock. Such decisions will
depend on a variety of factors not presently determinable,
including, but not limited to, alternative investment
opportunities available to them, general economic conditions and
monetary, stock market and regulatory conditions.
The Reporting Persons may from time-to-time (i) acquire
additional shares of Common Stock (subject to availability at
prices deemed favorable) in the open market, in privately
negotiated transactions, or otherwise, or (ii) dispose of shares
of Common Stock in the open market, in privately negotiated
transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
The aggregate number of shares of Common Stock owned
beneficially by the Reporting Persons is 167,000,
representing 2.9% of such class of securities. The
number of shares of Common Stock owned by each of the
Owners is set forth in the table below:
<PAGE>
TABLE OF OWNERSHIP
Direct Number of Shares of Common Stock
Owner Owned
AXM 0
TAMCO (managed accounts) 162,500
Mr. Osborne 4,500
Total: 167,000
(b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH
REPORTING PERSONS HOLD:
With respect to AXM:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition: 0.
(iv) Shared power to dispose or to direct the disposition: 0.
With respect to TCWG:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote:
167,000.
(iii) Sole power to dispose or to direct the disposition: 0.
(iv) Shared power to dispose or to direct the disposition:
167,000.
With respect to Mr. Day:
(i) Sole power to vote or to direct the vote: 167,000.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition:
167,000.
(iv) Shared power to dispose or to direct the disposition: 0.
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
On May 19, 2000, AXM sold 385,000 shares of Common
Stock to a broker in a privately negotiated transaction.
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO
RECEIVE OR THE POWER TO DIRECT DIVIDENDS
Not applicable.
<PAGE>
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS
OF SECURITIES:
May 19, 2000.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
May 23, 2000
APEX MORTGAGE CAPITAL, INC.
By: ______________________________
Name: Daniel K. Osborne
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
THE TCW GROUP, INC.
By: ______________________________
Name: Michael E. Cahill
Title: Managing Director,
General Counsel & Secretary
ROBERT A. DAY
By: ______________________________
Name: Michael E. Cahill
Title: Authorized Signatory
<PAGE>
